Valentine v. Cedar Fair, L.P., 2021-0981

CourtUnited States State Supreme Court of Ohio
Writing for the CourtKENNEDY, J.
Citation2022 Ohio 3710
PartiesValentine, Appellee, v. Cedar Fair, L.P., Appellant.
Docket Number2021-0981
Decision Date20 October 2022

2022-Ohio-3710

Valentine, Appellee,
v.

Cedar Fair, L.P., Appellant.

No. 2021-0981

Supreme Court of Ohio

October 20, 2022


Submitted May 25, 2022

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Appeal from the Court of Appeals for Erie County, No. E-20-018, 2021-Ohio-2144.

Dworken & Bernstein Co., L.P.A., and Nicole T. Fiorelli, Patrick J. Perotti, and Frank A. Bartela, for appellee.

Reminger Co., L.P.A., and Justin D. Harris, David R. Hudson, Taylor C. Knight, and Brian D. Sullivan, for appellant.

KENNEDY, J.

{¶ 1} In this discretionary appeal from a judgment of the Sixth District Court of Appeals, we consider breach-of-contract and unjust-enrichment claims brought by appellee, Laura Valentine, seeking to recover damages as a season-pass holder for the delayed opening of an amusement park owned by appellant, Cedar Fair, L.P. The delayed opening was caused by the government-mandated shutdown imposed by the state of Ohio in response to the COVID-19 pandemic.

{¶ 2} Valentine asserts that Cedar Fair breached the terms and conditions of the season pass that it issued for the 2020 season and that it was unjustly enriched when it failed to open its amusement parks in May and June 2020. The Erie County Court of Common Pleas dismissed her complaint for failure to state a claim upon which relief can be granted, but the Sixth District reversed, holding that Valentine's action could proceed because the terms and conditions of the Gold Pass, the season pass that Valentine had purchased, were ambiguous and therefore presented a question for the trier of fact.

{¶ 3} A season pass grants the holder a revocable license to enter an event or attraction according to its terms and conditions. Here, by selling Valentine a season pass for admission to Cedar Point Amusement Park in Erie County, Ohio, Cedar Fair agreed to admit Valentine to that park for her to access "all open rides * * *, shows and attractions on any regularly-scheduled operating day of the season." However, it expressly reserved the right to change its operating dates without notice and to close its rides and attractions "for weather and other

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conditions." In March 2020, the state government ordered a shutdown of amusement parks in response to the COVID-19 pandemic. Cedar Fair opened Cedar Point to season-pass holders in July 2020, after the government-mandated shutdown was lifted. We conclude that Cedar Fair's delay in opening its parks to season-pass holders does not, by itself, establish a claim for breach of contract or for unjust enrichment.

{¶ 4} For these reasons, we reverse the judgment of the Sixth District and reinstate the judgment of the trial court.

Facts and Procedural Background

{¶ 5} According to the complaint filed in this case, Valentine purchased a 2020 season pass from Cedar Fair for use at Cedar Point. She alleged that the parties intended for the season pass to be valid for admission from "at least May 2020 through October 2020." After Valentine purchased the season pass, Cedar Fair announced that its parks were closed due to the COVID-19 pandemic.

{¶ 6} Valentine brought this action on behalf of herself and similarly situated persons who purchased a 2020 season pass to Cedar Fair's parks, alleging that Cedar Fair breached the contractual duties set forth in the passes' terms and conditions, which were available on the website where customers purchased their season passes. In the alternative, she alleged that Cedar Fair had been unjustly enriched by selling season passes that it did not honor, and she sought recovery for money had and received by Cedar Fair.

{¶ 7} Cedar Fair moved to dismiss the complaint for failure to state a claim upon which relief can be granted. It pointed out that the complaint incorporated by reference the terms and conditions of the Gold Pass that Valentine had purchased and that those terms stated that the season pass was a revokable license that allowed the holder admission to Cedar Point and use of all open rides and attractions on regularly scheduled operating days. Those terms also provided as follows: "All operating dates and hours are subject to change without notice. All rides and

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attractions are subject to closings and cancellations for weather or other conditions. * * * A Gold Pass is the property of Cedar Fair L.P. and is non-transferable, nonrefundable, non-exchangeable and not valid for cash." Cedar Fair further contended that Valentine's equitable claims for unjust enrichment and for money had and received failed because there was a valid and enforceable agreement between the parties.

{¶ 8} In response, Valentine maintained that when a licensor revokes a purchased ticket due to no fault of the licensee, a refund of the ticket price is required. She noted that the season pass's terms provided that the pass could be revoked without a refund only for cause. Valentine asserted that she fully performed under the contract and that when Ohio's government-mandated shutdown made Cedar Fair's performance impossible, she was entitled to restitution. She explained that if Cedar Fair was not contractually obligated to open Cedar Point in May 2020, then no contract was formed, because there was no mutuality of obligation. Either way, she argued, she and the class she represented were entitled to a refund.

{¶ 9} The trial court found that the season pass was a revocable license that granted Valentine a privilege to enter onto Cedar Fair's property without granting her any interest in that property. It explained that as a licensee, Valentine had no right to the continued existence of the license, which could be revoked without compensation. Rather, the court explained, she had purchased only the right to enter onto Cedar Fair's property pursuant to the season pass's terms and conditions, which had been incorporated in the complaint by reference. The trial court noted that Valentine had not alleged that the season pass had been revoked or that she had been denied a refund, and that the pass's terms and conditions did not include a specific date for opening day or set forth specific dates of operation. Because the terms and conditions permitted Cedar Fair to modify the operating dates for Cedar Point, the court decided that Cedar Fair did not violate the season pass's terms and

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conditions by changing the opening day as a result of the COVID-19 pandemic. The court took judicial notice of the fact that Cedar Point opened for the 2020 season on July 9, 2020, and that...

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